Exhibit 10.3
SECOND AMENDMENT
THIS SECOND AMENDMENT is made as of November 22, 2011 by and between Richard Merkin (“Merkin”) and PROSPECT GLOBAL RESOURCES INC., a Nevada corporation (the “Company”). Merkin and the Company are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, Merkin and the Company have entered into a Note Purchase Agreement dated as of January 24, 2011, which was amended by an Amendment dated as of April 20, 2011 (together, the “Purchase Agreement”);
WHEREAS, the Company has been presented with an opportunity to raise $10,000,000 of additional capital through the issuance of a common stock, warrants and a royalty interest (the “New Financing”), which would be beneficial to the Company and its existing investors, including Merkin; and
WHEREAS, the investors in the New Financing require additional amendments to the Note Purchase Agreement as a condition to their investment in the New Financing.
NOW, THEREFORE, the Parties agree as follows:
| 1. | | The Purchase Agreement is hereby amended by deleting Sections 5.1 and 5.4(i) through (j). |
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| 2. | | Except for the specific amendments set forth herein, the Purchase Agreement remains in full force and effect. |
IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed and delivered as of the date first above written.
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PROSPECT GLOBAL RESOURCES INC. | | /s/ Richard Merkin Richard Merkin | | |
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| By: | | /s/ Patrick L. Avery | | |
| | | Name: Patrick L. Avery | | |
| | | Title: Chief Executive Officer | | |
